`UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington D. C. 20549

                                   FORM 10-QSB

     (X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
                           and Exchange Act of 1934.

                  For the quarterly period ended June 30, 2001.

   ( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act
       for the transition period from _________________ to ____________ .


                        Commission File Number: 333-72097

                               LIFELONG.COM, INC.
               (Exact name of registrant as specified in charter)


           Colorado                                          98-0223498
(State of or other jurisdiction of                     (IRS Employer I.D. No.)
  incorporation or organization)


               2055 Peel St., Suite 825, Montreal, Canada H3A 1V4
                    (Address of Principle Executive Offices)

                                 (888) 725-3433
                         (Registrant's telephone number)

Check whether the registrant: (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                YES ( X ) NO ( )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
stock as of August 14, 2001.

                            20,734,000 Common Shares

Transitional Small Business Disclosure Format:

                                 YES ( ) NO (X)


                                       1




                               LIFELONG.COM, INC.

                              INDEX TO FORM 10-QSB


PART I. FINANCIAL INFORMATION                                            Page
Item 1. Financial Statements (unaudited)

Balance Sheets as of June 30, 2001 and December 31, 2000                   3

Statements of Operations for the three and six months ended                4
June 30, 2001 and 2000, and the period November 24, 1999
(date of incorporation) to June 30, 2001

Statements of Cash Flows for the three and six months ended                5
June 30, 2001 and 2000, and the period November 24, 1999
(date of incorporation) to June 30, 2001

Notes to Financial Statements                                              6

Item 2. Management's Discussion and Analysis of Financial                  8
Condition and Results of Operations (including cautionary statement)

PART II. OTHER INFORMATION
Item 1. Legal Proceedings                                                  10
Item 2. Changes in Securities                                              10
Item 3. Defaults Upon Senior Securities                                    10
Item 4. Submission of Matters to a Vote of Securities Holders              10
Item 5. Other Information                                                  10
Item 6. Exhibits and Reports on Form 8-K                                   10
Signatures                                                                 10



                                       2



                               LIFELONG.COM, INC.
                        (A Development Stage Enterprise)

                              BALANCE SHEETS AS OF


                                     ASSETS
                                                  June 30,
                                                    2001          December 31,
                                                (Unaudited)           2000   
CURRENT ASSETS :
   Cash and cash equivalents                  $         55      $     16,585
   Accounts receivable                                   -                 -
   Employee advances                                15,912                 -
   Affiliate receivable                             23,055             7,529 
      Total current assets                          39,022            24,114

COMPUTER EQUIPMENT (net of accumulated
depreciation of $8,159 and $4,500)                  26,362            30,021

OTHER                                                6,414             7,605 

TOTAL                                         $     71,798      $     61,740
                                              =============     =============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable                           $    228,974      $    215,377
   Accrued payroll and benefits                    244,858           101,607
   Stockholder advances                             65,000            65,000
   Due to affiliate                                      -                 -
   Accrued and other liabilities                    69,878            15,279
      Total current liabilities                    608,710           397,263 

CONVERTIBLE DEBT                                   401,220           401,220 
    Total liabilities                            1,009,930           798,483 

STOCKHOLDERS' DEFICIT:
   Preferred stock - $0.001 par value;
    50,000,000 shares authorized; 0 shares
    issued and outstanding                               -                 -
   Common stock - $0.001 par value;
    50,000,000 common shares authorized;
    20,734,000 shares issued and outstanding        20,734            20,734
   Additional paid-in capital                   14,291,936        14,291,936
   Deficit accumulated during the
    development stage                          (15,250,802)      (15,049,413)
          Total Stockholders' Deficit             (938,132)         (736,743)

TOTAL                                         $     71,798      $     61,740
                                              =============     =============

   SEE NOTES TO FINANCIAL STATEMENTS.



                                       3



                               LIFELONG.COM, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                                                                                                             For the Period
                                                                                                                              November 24,
                                                      Six Months      Six Months         Three Months      Three Months      1999 (date of
                                                        Ended            Ended           Ended June        Ended June        incorporation)
                                                    June 30, 2001    June 30, 2000        30, 2001          30, 2000        to June 30, 2001

REVENUES - Programming &
Instructional design                                 $ 81,435       $         -           $ 78,151         $       -           $   81,435 

OPERATING EXPENSES:
Stock-based expenses:
   Employee compensation and benefits                        -         7,096,882                  -                 -            7,105,585
   Professional and consulting fees                          -         2,332,200                  -                 -            4,839,315
   Product development                                       -            16,534                  -            16,534               37,950
   Selling and marketing                                     -                 -                  -                 -               13,800
Loss from impairment of goodwill                             -         1,378,000                  -                 -            1,912,670
Other employee compensation and benefits               188,627           224,217             50,176           145,932              831,974
Other product development                               11,129           109,933              4,036            99,933              254,466
Other professional and consulting fees                  25,503            22,534             23,520            15,034               93,842
Other selling and marketing                                  -            42,000                  -            42,000               47,433
Travel and entertainment                                     -            16,406                  -            16,406               26,038
Other                                                   57,565             9,327             33,705            10,558              169,164 

     Total operating expenses                          282,824        11,248,033            111,437           346,397           15,332,237 

NET LOSS                                             $ 201,389      $ 11,248,033          $  33,286        $  346,397         $ 15,250,802
                                                     ==========     =============         ==========       ===========        =============

NET LOSS PER SHARE:
Basic and Diluted                                    $   (0.01)     $      (0.57)         $   (0.00)       $    (0.02)
                                                     ==========     =============         ==========       ===========
Weighted Average Number of Common
    Shares Outstanding                              20,734,000        19,663,700         20,734,000        19,692,600
                                                    ==========        ==========         ==========        ==========

SEE NOTES TO FINANCIAL STATEMENTS.




                                       4



                               LIFELONG.COM, INC.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                                                      For the Period
                                                For the          For the            For the           For the           November 24,
                                               Six Months      Six Months         Three Months      Three Months      1999 (date of
                                                 Ended            Ended           Ended June        Ended June        incorporation)
                                             June 30, 2001    June 30, 2000        30, 2001          30, 2000        to June 30, 2001

Cash Flows From Operating Activities:
   Net loss                                   $  (201,389)     $(11,248,033)      $(33,286)         $  (346,397)       $(15,250,802)
   Adjustment to reconcile net loss to
    net cash used by operating activities:
     Depreciation                                   3,659                 -          1,840                    -               8,159
     Loss form impairment of goodwill
     (net of liabilities assumed)                       -         1,376,405              -                    -           1,890,670
     Stock based compensation                           -         9,445,616              -               16,534          11,996,650
     Decrease (increase) in other assets            1,191            (6,326)         1,191               (6,236)             (6,414)
     (Increase) decrease in accounts receivable   (30,036)           (6,549)       (19,801)             208,074             (38,967)
     Increase in accounts payable and
      other liabilities                           206,664            70,896         50,071               65,396             540,329 

Net Cash Provided  (Used) by Operating
 Activities                                       (19,911)         (367,991)            15              (62,719)           (860,375)

Cash Flows From Investing Activities -
 Purchases of computer equipment                        -           (26,395)             -              (11,892)            (34,521)

Cash Flows From Financing Activities:
 Proceeds from issuance of convertible
  debentures                                            -           396,387              -               76,612             401,220
 Proceeds from issuance of common stock                 -                 -              -                    -             425,350
 Advances from stockholders                         3,381                 -              -                    -              68,381 

Cash Provided by Financing Activities               3,381           396,387              -               76,612             894,951 

Net (decrease) increase In Cash and
Cash Equivalents                                  (16,530)            2,001             15                2,001                  55

Cash and Cash Equivalents at Beginning
of Period                                          16,585                 -             40                    -                   - 

Cash and Cash Equivalents at End of Period    $        55      $      2,001       $     55          $     2,001        $         55
                                              ============     =============      =========         ============       =============


Supplemental disclosure of cash flow
information:

Cash Paid For:
   Interest                                   $         -      $          -       $      -          $         -        $          -
                                              ============     =============      =========         ============       =============
   Income Taxes                               $         -      $          -       $      -          $         -        $          -
                                              ============     =============      =========         ============       =============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES -
During the period November 24, 1999 (date of incorporation) to June 30, 2001, the
Company issued 2,734,000 shares of its common stock in connection with two
business combinations.

SEE NOTES TO FINANCIAL STATEMENTS.


                                       5






                               LIFELONG.COM, INC.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A - FORMATION AND OPERATIONS OF THE COMPANY

Lifelong.com, Inc. (initially incorporated under the laws of the state of
Delaware on February 16, 2000), merged on September 7, 2000 with Providence
Capital II, Inc. ("we", "us", "our") incorporated under the laws of the State of
Colorado on November 24, 1999. We are considered to be in the development stage
as defined in Financial Accounting Standards Board Statement No. 7, and intend
to deliver highly interactive, computer-based learning programs for corporate
training and educational purposes over the Internet. Our planned principal
operations have not commenced; therefore most of the accounting policies and
procedures have not yet been established.

For financial statement purposes, the merger has been treated as a reverse
acquisition with us being treated as the acquiree; as such Providence was
considered to be the surviving legal entity and succeeded to the name of
Lifelong.com, Inc.

The transaction was accounted for as a purchase. Accordingly, and because
Providence had no operations and/or assets as of the merger date, the entire
purchase price of approximately $535,000 (consisting of 734,000 of our shares
common stock and liabilities assumed of approximately $22,000) was reflected as
goodwill as of the merger date. Subsequently, the goodwill was determined to be
impaired and as such the entire amount has been included in the loss from
impairment of goodwill in the accompanying statement of operations.

USE OF ESTIMATES

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements. The
reported amounts of revenues and expenses during the reporting period may be
affected by the estimates and assumptions management is required to make. Actual
results could differ from those estimates.

BASIS OF PRESENTATION

Our accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-QSB
and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission (the
"SEC"). Accordingly, these consolidated financial statements do not include all
of the footnotes required by generally accepted accounting principles. In our
opinion, all adjustments (consisting of normal and recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the six months ended June 30, 2001 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2001. The
accompanying consolidated financial statements and the notes thereto should be
read in conjunction with our audited consolidated financial statements as of and
for the year ended December 31, 2000 contained in our Form 10-KSB.

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As of June 30, 2001, we had a
stockholders' deficit of approximately $938,132 and a net working capital
deficiency of approximately $970,908. In addition, we anticipate that we will
incur net operating losses for the foreseeable future, and require a significant
amount of capital to commence our planned principal operations and proceed with
our business plan. Accordingly, our ability to continue as a going concern is
dependent upon our ability to secure an adequate amount of capital to finance
our planned principal operations and implement our business plan. Our plans
include continued sales of our common stock and the issuance of debt, however


                                       6

there is no assurance that we will be successful in their efforts to raise the
amount of capital necessary to proceed with our business plan. These factors,
among others, may indicate that the we will be unable to continue as a going
concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the we be unable to
continue as a going concern.

NOTE C - CONVERTIBLE DEBENTURES

Convertible debentures bear interest at a fixed rate of 10% per annum and
entitle their holders to convert such debentures to the our common stock at a
conversion price of $1.00 per share at any time between January 1, 2001 and
their maturity date of October 31, 2001.

NOTE D - OTHER RELATED PARTY TRANSACTIONS

We periodically borrow funds from various stockholders and other related
parties. At June 30, 2001, such advances outstanding were $68,381. The advances
are unsecured, non-interest bearing and due on demand.

We utilize a Canadian bank account owned by Lifelong Software Canada, Inc. (an
entity owned by two of the our founding stockholders) for the collection and
disbursement of Canadian funds. As of June 30, 2001, the balance due to this
account was approximately $23,000, which amount has been recorded as a due from
affiliate.

                                                                             



                                       7



Item 2.


 Management's Discussion and Analysis of Financial Condition or Plan of Operation.

Overview

The following discussion and analysis should be read in conjunction with the
balance sheet as of June 30, 2001 and the financial statements for the period
ended June 30, 2001 included with this Form 10-QSB.

Information related to our predecessor entity, Providence Capital II, Inc.
("Providence"), has been omitted as it was formed in 1999 for the purpose of
acquiring a private company desiring to become public. For financial statement
purposes, the merger has been treated as a reverse acquisition with LifeLong.Com
("Lifelong") being treated as the acquiree.

Readers   are   referred   to  the   cautionary   statement,   which   addresses
forward-looking statements made by us.

Lifelong is considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, and we are currently in the process
of creating strategic relationships and acquiring complementary operating
companies within the e-learning industry that have proven management and
state-of-the-art technologies.

Results of Operations>

Although we have been in existence for 14 months, management's efforts to
develop our business have only recently resulted in generation of revenues.
During the three months ended June 30, 2001, we generated revenues of $78,151
with expenses of $123,149 for a net loss of $33,286. Cumulatively we have
incurred a net loss of $15,217,513 of which $13,891,820 were from non-cash
charges. These expenses are primarily related to our initial development and
implementation of our business plan.

To date, management's efforts have focused on developing sales and sales channel
relationships and promoting and conducting research and development to
demonstrate the feasibility and efficacy of our products.

Future Periods

Management expects that personnel costs will increase substantially in 2001 and
future years as we expand our development efforts. Most of our other operating
expenses, however, are expected to grow with time and expansion. We will
increase rent, insurance and utilities because of our new facility in Montreal,
Canada.

There are several revenue producing projects that are in the final stages of
negotiation but no additional expenditures will be incurred until there are
signed sales contracts.

Liquidity and Capital Resources

Since we have only begun operations in 2001, we have depended upon sales of our
common stock, issuance of convertible debentures and borrowings from certain
stockholders to finance our working capital requirements.

During the period from inception to June 30, 2001, we raised gross proceeds of
$425,350 from the sale of equity securities and $401,220 from the issuance of
convertible debentures to investors and friends and family of our management. We
used all of those proceeds to finance the cost of our operations to date as well
as the development of certain technologies. In addition, we have borrowed
$65,000 from shareholders that are non-interest bearing and payable on demand.
No additional monies were raised between January 1 and June 30, 2001.

Operating activities from January1 to June 30, 2001 created a net use of cash of
$19,911.

We intend to raise an additional three million dollars over the next year to
continue software development, expand our web site, hire additional personnel,
sales and marketing, licensing content, purchase equipment and general working
capital.

                                       8


Capital Expenditures

Management intends to make significant capital expenditures in the coming year.
Our minimum needs are approximately $250,000, which we believe can be leased,
but we intend to raise capital to acquire $1,000,000 of additional facilities.
If we are unable to raise the capital needed to acquire the equipment, we will
greatly curtail planned operations. No assurance can be given that we will raise
the needed capital.

Staffing

We plan to increase our work force. Currently, we have six full-time employees.
Our plan is to add eight research scientists to develop our products. Upon
development of these products, our marketing plan does not call for building a
sales force to sell to end-users but instead to partner with market segment
leaders with existing sales forces. We will train these sales forces to sell our
products and to provide technical assistance through quarterly service to the
systems. We also intend to add additional help in the accounting, administrative
and investor relations areas. Management expects to add at least twenty
employees in 2001. The cost of these additional employees is expected to be in
excess of $1,250,000 in 2001.

CAUTIONARY STATEMENT

This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by our officer or agents contain statements which
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements may appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
include statements regarding the intent, belief or current expectations of our
directors or officers with respect to, among other things: (i) our liquidity and
capital resources; (ii) our financing opportunities and plans and (iii) our
future performance and operating results. Investors and prospective investors
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual results
may differ materially from those projected in the forward-looking statements as
a result of various factors. The factors that might cause such differences
include, among others, the following: (i) any material inability to successfully
identify, consummate and integrate a potential business combination at
reasonable and anticipated costs; (ii) any material inability to successfully
internally develop our products; (iii) any adverse effect or limitations caused
by Governmental regulations; (iv) any adverse effect on our continued positive
cash flow and abilities to obtain acceptable financing in connection with our
growth plans; (v) any increased competition in business; (vi) any inability to
successfully conduct our business in new markets; and (vii) other risks
including those identified in our filings with the Securities and Exchange
Commission. We undertake no obligation to publicly update or revise the forward
looking statements made in this Form 10-QSB to reflect events or circumstances
after the date of this Form 10-QSB or to reflect the occurrence of unanticipated
events.


                                       9




                          PART II. - OTHER INFORMATION

Item 1. Legal Proceedings

    NONE

Item 2. Changes in Securities

    NONE

Item 3. Defaults Upon Senior Securities

    NONE

Item 4. Submission of Matters to a Vote of Securities Holders

    NONE

Item 5. Other Information

    NONE

Item 6. Exhibits and Reports on Form 8-K

    NONE




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


   SIGNATURE                  TITLE                                 DATE

   /s/ Francis A. Gariepy     Director, Chief Accounting Officer    August 20, 2001`